AAL 2019 Proxy Statement

Notice of 2019 annual meeting of stockholders and proxy statement American Airlines Group Inc.

April 29, 2019

To Our Stockholders:

On behalf of the Board of Directors of American Airlines Group Inc., we invite you to attend the 2019 Annual Meeting of Stockholders to be held on Wednesday, June 12, 2019, at 9:00 a.m. Central Time. This year’s annual meeting will be a completely virtual meeting of stockholders, conducted via live audio webcast. The virtual format provides the opportunity for participation by a broader group of our stockholders and enables stockholders to participate fully, and equally, from any location around the world, at no cost. You can attend the meeting via the Internet at www.virtualshareholdermeeting.com/aal2019 by using the 16-digit control number which appears on your Notice of Internet Availability of Proxy Materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. You will have the ability to submit questions in advance of and real-time during the meeting via the meeting website. The attached Notice of 2019 Annual Meeting of Stockholders and Proxy Statement describes the formal business to be transacted and detailed procedures for attending, submitting questions and voting at the virtual meeting. This year we are also producing an interactive proxy statement that will provide our stockholders with better capability to navigate through the document, making key information easier to find and evaluate. The interactive proxy statement is accessible at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/aal2019 on the day of and during the Annual Meeting. It is important that your shares be represented at the Annual Meeting and, whether or not you plan to attend the Annual Meeting, we request that you vote in advance on the matters to be presented at the meeting as set forth in the enclosed proxy materials. Thank you for your continued support.

Sincerely,

W. Douglas Parker Chairman of the Board of Directors and Chief Executive Officer

The accompanying Proxy Statement is dated April 29, 2019, and is first being released to stockholders of American Airlines Group Inc. on or about April 29, 2019.

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME: Wednesday, June 12, 2019 9:00 a.m. Central Time

MEETING AGENDA

1 A proposal to elect 10 directors to serve until the 2020 annual meeting of stockholders and until their respective successors have been duly elected and qualified 2 A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 3 A proposal to consider and approve, on a non-binding, advisory basis, executive compensation as disclosed in the attached Proxy Statement 4 A stockholder proposal to provide a report on political contributions and expenditures 5 Such other business as properly may come before the 2019 Annual Meeting of Stockholders or any adjournments or postponements of the Annual Meeting

VIRTUAL MEETING ACCESS: www.virtualshareholdermeeting.com/aal2019

RECORD DATE: April 15, 2019

VOTE IN ADVANCE OF THE MEETING

VOTE ON THE DAY OF THE MEETING

Vote your shares at www.proxyvote.com prior to the day of the Annual Meeting; or

See page 1 —“Virtual Stockholder Meeting” for details on how to access the live audio webcast of and vote during the Annual Meeting. Vote your shares at www.virtualshareholdermeeting.com/ aal2019 on the day of and during the Annual Meeting.

Call toll-free number 1-800-690-6903; or

Sign, date and return the enclosed proxy card or voting instruction form.

For additional details on Internet and telephone voting and the virtual meeting, please see pages 1-3 of the Proxy Statement. Important notice regarding the availability of proxy materials for the Annual Meeting: Our Proxy Statement and 2018 Annual Report on Form 10-K are available at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/aal2019 on the day of and during the Annual Meeting. You can help us reduce costs and the impact on the environment by electing to receive and access future copies of our proxy statements, annual reports and other stockholder materials electronically. If your shares are registered directly in your name with our stock registrar and transfer agent, American Stock Transfer & Trust Company, LLC, you can make this election by going to its website ( www.astfinancial.com ) or by following the instructions provided when voting over the Internet. If you hold your shares in a brokerage account or otherwise through a third party in “street name,” please refer to the information provided by your broker, bank or other nominee for instructions on how to elect to receive and view future annual meeting materials electronically. By Order of the Board of Directors of American Airlines Group Inc.,

Caroline B. Ray Corporate Secretary

PLEASE READ THE ACCOMPANYING PROXY STATEMENT CAREFULLY. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT AND WE ENCOURAGE YOU TO VOTE PROMPTLY.

PROXY STATEMENT SUMMARY This summary contains highlights about our Company and the upcoming 2019 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2018 that accompanies this proxy statement before voting.

2019 Annual Meeting of Stockholders

Virtual Meeting Access: www.virtualshareholdermeeting.com/aal2019

Date and Time: Wednesday, June 12, 2019 at 9:00 a.m., Central Time

Proxy Mail Date: On or about April 29, 2019.

Record Date: April 15, 2019

Stockholder Engagement and Governance Highlights We welcome and value communication with our stockholders. We engage in proactive dialogue with our largest stockholders year-round to gain an understanding of their perspectives on a wide range of matters, which we regularly share with the Board. Stockholders may communicate directly with our Board as set forth under “Communications with the Board of Directors and Non-Management Directors” on page 33. The following corporate governance and Board practices ensure accountability and enhance effectiveness in the boardroom:

Our Governance Best Practices

Annual Board elections Majority voting standard

✓ Annual Board, committee and director evaluations ✓ Annual review of Board and committee composition ✓ All members of the Audit Committee are designated financial experts ✓ Diverse Board ✓ Significant stock ownership requirements for directors and executive officers ✓ Comprehensive risk management with Board and committee oversight ✓ Commitment to corporate social responsibility

✓

✓

9 of 10 director nominees are independent

✓

✓ Robust Lead Independent Director role with responsibilities that conform to leading governance practices ✓ Routine review of Board leadership structure ✓ Regular executive sessions held without management present ✓ Stockholder right to proxy access ✓ Stockholder right to call special meetings of stockholders

i

2019 Proxy Statement |

Voting Matters and Board Recommendations

Board Recommendation Page

Matter

FOR each Director Nominee

6

1. Election of directors

FOR

15

2. Ratification of public accounting firm

3. A proposal to consider and approve, on a non-binding, advisory basis, executive compensation as disclosed in the attached Proxy Statement

FOR

17

19

4. A stockholder proposal to provide a report on political contributions and expenditures

AGAINST

2019 Director Nominees (Proposal 1) Our director nominees have demonstrated their commitment to diligently executing their fiduciary duties on behalf of our stockholders, and we recommend that our stockholders elect each of the nominees shown in the chart below at the Annual Meeting.

Director Since

Name

Age

Principal Occupation

Independent AC CC CGNC FC

Advisor and consultant to financial services and investment firms; former President and Chief Executive Officer of The Boeing Company’s Commercial Airplanes business unit

James F. Albaugh

68 2013

M M

✓

Jeffrey D. Benjamin

57 2013 Senior advisor to Cyrus Capital Partners, L.P.

M

M

✓

Vice Chairman of The Kraft Heinz Company; former Chairman and Chief Executive Officer of Kraft Foods Group, Inc. and of The Pepsi Bottling Group, Inc.

John T. Cahill Lead Independent Director

61 2013

M

M

✓

Michael J. Embler

55 2013 Private investor; former Chief Investment Officer of Franklin Mutual Advisers LLC

M

C

✓

Former President and Chief Operating Officer of Hilton Hotels Corporation; former Chief Financial Officer of Hilton Hotels Operating Partner at Marvin Traub Associates; former Vice-Chairman of Macy’s, Inc. Co-Chief Executive Officer of The Vistria Group, LLC; former President and Chief Executive Officer of PRG Parking Management

Matthew J. Hart

67 2013

C

✓

Susan D. Kronick

67 2015

M*

M

✓

Martin H. Nesbitt

56 2015

M

M

✓

Denise M. O’Leary

61 2013 Private venture capital investor; former General Partner at Menlo Ventures

C M

✓

Chairman and Chief Executive Officer of American Airlines Group Inc. and American Airlines, Inc.

W. Douglas Parker Chairman

57 2013

✗

Ray M. Robinson

71 2005 Non-Executive Chairman of Citizens Trust Bank; former President of the Southern Region at AT&T

C

✓

AC = Audit Committee

FC = Finance Committee

CC = Compensation Committee M = Member CGNC = Corporate Governance and Nominating Committee C = Chairman

* Effective as of, and subject to her election at, the Annual Meeting, Ms. Kronick will be a member of the Compensation Committee and will cease her service on the Corporate Governance and Nominating Committee.

ii

2019 Proxy Statement |

Ratification of Appointment of KPMG LLP (Proposal 2) The Board of Directors has directed that KPMG’s appointment for the fiscal year ending December 31, 2019 be submitted to our stockholders for ratification at the Annual Meeting. KPMG is well qualified to act as our independent registered public accounting firm and has a deep understanding of our operations and accounting practices. The Audit Committee considered the qualifications, performance, and independence of KPMG, the quality of its discussions with KPMG, and the fees charged by KPMG for the level and quality of services provided during 2018, and determined that the reappointment of KPMG is in the best interest of the Company and stockholders. Approval of Executive Compensation (Proposal 3) Our CEO and other executive officers have demonstrated their commitment to fair pay and pay for performance. Our executives’ compensation is heavily weighted towards variable cash and long-term equity incentives, linking our executives’ pay opportunity to the execution of Company strategies and enhancing the interests of our stockholders. We are committed to effective compensation governance, as demonstrated by the following compensation policies and practices:

What We Do

What We Do NOT Do

✕ No Severance or Change in Control Agreements . None of our executive officers has a severance or change in control agreement. ✕ No Excessive Perquisites. Perquisites and other personal benefits are not a significant portion of any executive officer’s compensation and are in line with industry standards. ✕ No Guaranteed Bonuses . Our executive officers’ bonuses are 100% performance-based and at risk. ✕ No Payouts of Dividends accrued on unvested awards unless and until the award’s vesting conditions are satisfied. ✕ No Active Executive Retirement Plans . We do not maintain any active executive-only or supplemental retirement plans. ✕ No Hedging of our Stock or Pledging our stock as collateral for loans. ✕ No Excise Tax Gross-Ups to cover excise taxes in connection with a change in control.

✓ Stock Ownership Guidelines that align our executive officers’ long-term interests with those of our stockholders. ✓ Independent Compensation Consultant that is directly engaged by the Compensation Committee to advise on executive and director compensation matters. ✓ Annual Compensation Risk Assessment to identify any elements of our compensation program design or oversight processes that carry elevated levels of adverse risk. ✓ Equity Award Grant Policy that establishes objective, standardized criteria for the timing of equity awards granted to our team members. ✓ Tally Sheet Review . We conduct a comprehensive overview of total compensation targets and potential payouts. ✓ Clawback Policy for all cash and equity incentive compensation paid to our executive officers. ✓ At-Will Employment . None of our executive officers has an employment agreement. ✓ 100% Equity Compensation paid to our Chief Executive Officer to maximize alignment with stockholder interests.

Stockholder Proposal to Provide a Report on Political Contributions and Expenditures (Proposal 4) This proxy season, the Company received a stockholder proposal for consideration at the Annual Meeting requesting that the Company provide a report disclosing the Company’s political contributions and expenditures. The Board has considered this proposal and concluded that its adoption is unnecessary in light of the Company’s existing disclosure regarding political contributions and not in the best interests of our stockholders.

iii

2019 Proxy Statement |

We are committed to complying with our values, our internal policies and all applicable laws when engaging in any type of lobbying or political activity. While we support and practice transparency and accountability in political spending, our Board believes that the disclosures recommended by the proposal are unnecessary in light of: • our internal policies regarding political contributions, including our Policies on Public Policy Advocacy and Political Contributions, which is available on our website and explains why and how we engage in the political, legislative and regulatory process, our policies with regard to political contributions by the Company, participation in trade associations and voluntary participation by our team members in the political process; and • the existing disclosure on our website regarding participation in the U.S. political process and the current public availability of much of the information requested by the proposal, including the regular reports we file with the U.S. House of Representatives and the U.S. Senate, which are publicly available and disclose the details of our lobbying activities and political contributions from our Political Action Committee to federal candidates, leadership PACs and political party committees. In addition, our Board is concerned that further disclosure above and beyond our existing disclosure could place us at a competitive disadvantage by revealing strategies and priorities designed to protect the economic future of the Company, its stockholders and team members.

For these reasons, the Board urges stockholders to vote AGAINST this proposal.

iv

2019 Proxy Statement |

PROXY STATEMENT

TABLE OF CONTENTS Proxy Statement Summary

Communications with the Board of Directors and Non-Management Directors

i

33 33

The Meeting

1 1 1 1 2 2 3 3 4 4 4 4 4 4 6 6 7

Sustaining our Business

Purpose, Date and Time

Codes of Ethics 34 Public Policy Advocacy and Political Contributions 34 Director Compensation 35 Director Compensation 36 Legacy Director Compensation Programs 36 Stock Ownership Guidelines 37 Certain Relationships and Related Party Transactions 38 Certain Relationships and Related Party Transactions 38 Policies and Procedures For Review and Approval of Related Person Transactions 38 Report of The Audit Committee of The Board of Directors 39 Compensation Discussion and Analysis 40 Overview 40 Summary 40 2018 Compensation Objectives and Programs 43 Stockholder Approval of 2018 Executive Compensation 44 Determination of Executive Compensation 44 Executive Compensation Mix with an Emphasis on Performance-Based Pay 45 Base Salary 45 Annual Cash Incentive Program 45 Long-Term Incentive Programs 46 Change in Control and Severance Benefits 48 Other Benefits and Perquisites 49 Continuing Focus on Leading Practices 50 Compensation Committee Report 52 Executive Officers 53 Executive Compensation 55 Summary Compensation Table 55 Grants of Plan-Based Awards in 2018 57 Outstanding Equity Awards at 2018 Fiscal Year-End 58 Options Exercised and Stock Vested 59 Pension Benefits 59 Non-Qualified Deferred Compensation 60 Potential Payments Upon Termination or Change in Control 61 Estimated Potential Payments 62 CEO Pay Ratio 62 Equity Compensation Plan Information 64 Section 16(a) Beneficial Ownership Reporting Compliance 65 Other Matters 66 Stockholder Proposals 66 Annual Report and Available Information 66

Record Date; Stockholders Entitled to Vote

Virtual Stockholder Meeting

Quorum

Vote Required to Approve Each Proposal

How to Vote Your Shares

Revoking or Changing Your Vote

Authority of Proxies Solicitation of Votes Inspector of Election

Notice Regarding Internet Availability of Proxy Materials

Electronic Delivery of Proxy Materials Householding of Proxy Materials

Proposal 1—Election of Directors

Election of Directors Director Nominees

Board Composition

13

How We Build a Board That is Right for American Airlines 13 Stockholder Recommendations or Nominations of Director Candidates 14 Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm 15 Ratification of Independent Registered Public Accounting Firm 15 Independent Registered Public Accounting Firm Fees 15 Policy on Audit Committee Pre-Approval 16 13 Board Diversity and Tenure

Proposal 3—Advisory Vote to Approve Executive Compensation (Say-on-pay)

17

Proposal 4—Stockholder Proposal to Provide a Report on Political Contributions and Expenditures

19 19 20

Stockholder Proposal

Board of Directors Statement in Opposition

Security Ownership of Certain Beneficial Owners and Management Information About the Board of Directors and Corporate Governance

22

25 25 25 26 27 28 28 28 31 31 32 32

Governance Overview

Board Leadership and Structure Director Independence Board Diversity and Tenure

Board Self-Evaluation

Board Meetings

Committees

Board Role in Risk Oversight

Risk Assessment with Respect to Compensation Practices

Annual Meeting Attendance Director Continuing Education

2019 Proxy Statement |

THE MEETING

Purpose, Date and Time We are furnishing this Proxy Statement to our stockholders in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting and any adjournments or postponements of that meeting. The Annual Meeting will be held in a virtual format via live audio webcast on Wednesday, June 12, 2019, at 9:00 a.m., Central Time, for the purposes described in the accompanying Notice of Annual Meeting. Stockholders can attend the meeting via the Internet at www.virtualshareholdermeeting.com/aal2019 by using the 16-digit control number which appears on the Notice Regarding the Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. The approximate date we are first sending the Notice of Annual Meeting and accompanying proxy materials to stockholders, or sending a Notice Regarding the Availability of Proxy Materials and posting the proxy materials at www.proxyvote.com , is April 29, 2019. When used in this Proxy Statement, the terms “we,” “us,” “our” and “the Company” refer to American Airlines Group Inc. and its consolidated subsidiaries. “AAG” refers to American Airlines Group Inc. and “American” refers to AAG’s wholly- owned subsidiary American Airlines, Inc. Record Date; Stockholders Entitled to Vote Stockholders of record at the close of business on April 15, 2019 (the “record date”) are entitled to receive notice of and to vote at the Annual Meeting. On the record date, there were 444,440,308 shares of our common stock, $0.01 par value per share (“Common Stock”), outstanding and eligible to be voted at the Annual Meeting. Each share of Common Stock entitles its owner to one vote on each matter submitted to the stockholders. As of the record date, approximately 7 million of the issued and outstanding shares of Common Stock were held in the Disputed Claims Reserve established in accordance with AMR Corporation’s fourth amended joint plan of reorganization. Pursuant to the plan, the shares held in the Disputed Claims Reserve will be voted by the disbursing agent holding these shares in the same proportion as the other outstanding shares of Common Stock are voted. A list of the names of stockholders entitled to vote at the Annual Meeting will be available for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting between the hours of 9:00 a.m. and 5:00 p.m., local time, at our headquarters, 4333 Amon Carter Blvd., Fort Worth, Texas 76155. The stockholder list will also be available during the virtual Annual Meeting for examination by any stockholder at www.virtualshareholdermeeting.com/aal2019 . Your vote is very important. You are encouraged to vote as soon as possible. Virtual Stockholder Meeting The Board of Directors believes that the virtual format provides the opportunity for participation by a broader group of our stockholders, while reducing the costs associated with planning, holding and arranging logistics for in-person meeting proceedings. The virtual meeting format enables stockholders to participate fully, and equally, from any location around the world, at little to no cost. It also reduces the environmental impact of our Annual Meeting. We designed the format of our Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. Our directors will also attend the meeting. Date and Time . The Annual Meeting will be held “virtually” through a live audio webcast on Wednesday, June 12, 2019, at 9:00 a.m. Central Time. There will be no physical meeting location. The meeting will only be conducted via an audio webcast. Access to the Audio Webcast of the Annual Meeting . The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Central Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time. Log in Instructions. To attend the virtual Annual Meeting, log in at www.virtualshareholdermeeting.com/aal2019 . Stockholders will need their unique control number which appears on the Notice Regarding the Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy

1

2019 Proxy Statement |

materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than Wednesday, June 5, 2019, so that you can be provided with a control number and gain access to the meeting. Submitting Questions prior to and at the virtual Annual Meeting . An online pre-meeting forum will be available to our stockholders at www.proxyvote.com prior to the day of the Annual Meeting. By accessing this online forum, our stockholders will be able to submit questions in writing in advance of the day of the Annual Meeting, vote, view the Annual Meeting’s Rules of Conduct, and obtain copies of proxy materials and our annual report. Stockholders may also submit questions in writing on the day of or during the Annual Meeting on www.virtualshareholdermeeting.com/aal2019 . Stockholders will need their unique control number which appears on their Notice Regarding the Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials. As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer all questions submitted before or during the meeting in accordance with the Annual Meeting’s Rules of Conduct which are pertinent to the Company and the meeting matters, as time permits. Answers to any such questions that are not addressed during the meeting will be published following the meeting on the Company’s website at www.aa.com under the links “Investor Relations”—“Corporate Governance.” Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Voting shares prior to and at the virtual Annual Meeting . Stockholders may vote their shares at www.proxyvote.com prior to the day of the virtual Annual Meeting or at www.virtualshareholdermeeting.com/aal2019 on the day of and during the virtual Annual Meeting. Availability of live webcast to team members and other constituents; Replay . The live audio webcast will be available to not only our stockholders, but also our team members and other constituents. A replay of the meeting will be made publicly available 24 hours after the meeting at www.virtualshareholdermeeting.com/aal2019 . Quorum The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock as of the record date is necessary to constitute a quorum at the Annual Meeting. Shares are considered present “in person” if voted by the holder of those shares or by proxy during the Annual Meeting.

Technical Assistance .

Beginning 30 minutes prior to the start of and during the virtual Annual Meeting, we will have support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call our support team at:

1-855-449-0991 (U.S. Domestic Toll Free)

1-720-378-5962 (International)

Vote Required to Approve Each Proposal With respect to Proposal 1 (Election of Directors), each director must be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares present in person or represented by proxy and entitled to vote for the election of directors. A majority of the votes cast means that the number of votes cast “FOR” a nominee exceeds the number of votes cast “AGAINST” that nominee. Brokers do not have discretionary authority to vote on this proposal. Abstentions and broker non-votes (as defined below) are not considered votes cast “FOR” or “AGAINST” a nominee’s election and will have no effect in determining whether a nominee has received a majority of the votes cast. In this election, an incumbent director nominee who does not receive the required number of votes for reelection is expected to tender his or her resignation to the Board of Directors in accordance with a policy adopted by the Board of Directors. Within approximately 90 days after certification of the election results of the stockholder vote, our Corporate Governance and Nominating Committee (or other committee as directed by the Board of Directors) will make a determination as to whether to accept or reject the tendered resignation. Following such determination, we will publicly disclose the decision regarding any tendered resignation in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”). Approval of Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm), Proposal 3 (Advisory Vote to Approve Executive Compensation) and Proposal 4 (Stockholder Proposal) will require the affirmative

2

2019 Proxy Statement |

vote of the holders of a majority of the shares represented, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, provided a quorum is present. Abstentions are considered in determining the number of votes required to obtain the necessary majority vote for the proposal and will have the same legal effect as voting against each proposal. Brokers do not have discretionary authority and are not entitled to vote on Proposals 3 and 4. Broker non-votes (as defined below) will have no effect on the outcome of Proposals 3 and 4. Because brokers have discretionary authority to vote on Proposal 2, broker non-votes are not expected on Proposal 2. If your shares are held by a broker, bank or other nominee in “street name” and you do not provide the broker, bank or other nominee with specific voting instructions, the broker, bank or other nominee that holds your shares generally may vote on “routine” proposals but cannot vote on “non-discretionary” (non-routine) proposals. We believe that Proposal 2 is routine and that Proposals 1, 3 and 4 are non-discretionary. If the broker, bank or other nominee that holds your shares in “street name” returns a proxy card without voting on a non-discretionary proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” “Broker non-votes” are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

How to Vote Your Shares If you are a stockholder of record, you may vote your shares:

• by the Internet at www.proxyvote.com prior to the day of the virtual Annual Meeting or at www.virtualshareholdermeeting.com/aal2019 on the day of and during the virtual Annual Meeting; or

• by telephone using the toll-free number 1-800-690-6903; or

• filling out, signing and dating your proxy card and mailing it in the prepaid envelope included with the proxy materials. You will need to follow the instructions when using any of these methods to make sure your shares will be voted at the Annual Meeting. We encourage you to vote by telephone or over the Internet or by mail by completing your proxy card, even if you plan to attend the virtual Annual Meeting. If your shares are held in “street name” through a broker, bank or other nominee, you may instruct your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provides to you with the proxy materials. Most brokers offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone and over the Internet. If you hold shares through a broker, bank or other nominee and wish to vote your shares at the Annual Meeting, you will need your unique control number which appears on the instructions that accompanied the proxy materials. In any case, voting in advance by phone, Internet or mail or through your broker, bank or other nominee will not prevent you from voting in person at the virtual Annual Meeting. • giving notice of revocation to our Corporate Secretary, at American Airlines Group Inc., 4333 Amon Carter Blvd., MD 5675, Fort Worth, Texas 76155 (by mail or overnight delivery); • executing and delivering to our Corporate Secretary, at the address noted above, a proxy card relating to the same shares bearing a later date; • voting by the Internet or telephone prior to the time the voting facilities close (your latest Internet or telephone vote will be counted); or If you decide to revoke or change your vote other than by voting at the Annual Meeting, we must receive the notice of revocation or new vote by 11:59 p.m., Eastern Time, on Tuesday, June 11, 2019, the date prior to the date of the Annual Meeting. If your shares are held in “street name,” you must contact your broker, bank or other nominee to revoke or change your vote. The revocation or change must be made by the broker, bank or other nominee before the Annual Meeting. • logging onto and voting at the virtual Annual Meeting. Revoking or Changing Your Vote Stockholders may revoke or change their votes by:

3

2019 Proxy Statement |

Authority of Proxies All proper votes received by us by 11:59 p.m. Eastern Time, on Tuesday, June 11, 2019, and not revoked will be voted at the Annual Meeting in accordance with the directions noted. In the absence of instructions, shares represented by a signed and dated proxy card will be voted “FOR” the election of all director nominees, “FOR” the ratification of the appointment of the independent registered public accounting firm, “FOR” the approval, on a non-binding, advisory basis, of executive compensation as disclosed in this Proxy Statement, and “AGAINST” the stockholder proposal to provide a report on political contributions and expenditures. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon those matters according to their judgment. The Board of Directors knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. Solicitation of Votes In addition to soliciting votes through the mail, we may solicit votes through our directors, officers and employees in person and by e-mail, telephone or facsimile. We may also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record by them. We will pay all expenses incurred in connection with the solicitation of proxies. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation for an anticipated fee of $25,000, plus expenses. Inspector of Election All votes at the Annual Meeting will be counted by Broadridge Financial Solutions, Inc., our inspector of election. The inspector of election will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to be held on June 12, 2019 The Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are available at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/aal2019 on the day of and during the Annual Meeting. Electronic Delivery of Proxy Materials In order to eliminate the mailing of a paper notice and to speed your ability to access the proxy materials (including our Annual Report on Form 10-K for the year ended December 31, 2018), we encourage you to sign up for electronic delivery of the Notice Regarding Availability of Proxy Materials using the instructions described above. Stockholders can help us reduce costs and the impact on the environment by electing to receive and access future copies of our proxy statements, annual reports and other stockholder materials electronically. If your shares are registered directly in your name with our stock registrar and transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you can make this election by going to AST’s website ( www.astfinancial.com ) and (1) clicking Client Login, then Shareholders & Investors, then Manage My Accounts, then select the type of Account—US Shareholder or Non Shareholder, then Login to Transact; (2) entering the information required to gain access to your account; and (3) clicking Receive Company Mailing via E-Mail, or by following the instructions provided when voting over the Internet. If you hold your shares in a brokerage account or otherwise through a third party in “street name,” please refer to the information provided by your broker, bank or other nominee for instructions on how to elect to receive and view future annual meeting materials electronically. This year, we intend both to mail our proxy materials to certain stockholders and to use the “Notice and Access” method of providing proxy materials to certain stockholders. Under the Notice and Access method, if you have not opted to receive an e-mail notification, you will receive by mail a simple “Notice Regarding the Availability of Proxy Materials,” which will direct you to a website where you may access proxy materials online. You will also be told how to request proxy materials (at no charge) via mail or e-mail, as you prefer. Householding of Proxy Materials The SEC has adopted rules that permit companies and intermediaries ( e.g. , brokers) to satisfy the delivery requirements for proxy statements and annual reports, or Notices Regarding the Availability of Proxy Materials, with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report, or Notice

4

2019 Proxy Statement |

Regarding the Availability of Proxy Materials, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. In accordance with these rules, only one proxy statement and annual report, or Notice Regarding the Availability of Proxy Materials, will be delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, or Notice Regarding the Availability of Proxy Materials, please notify your broker or direct your written request to Caroline B. Ray, Corporate Secretary, American Airlines Group Inc., 4333 Amon Carter Blvd., MD 5675, Fort Worth, Texas 76155. Stockholders who currently receive multiple copies of the proxy statement and annual report, or Notice Regarding the Availability of Proxy Materials, at their address and would like to request “householding” of their communications should contact their broker.

5

2019 Proxy Statement |

PROPOSAL 1—ELECTION OF DIRECTORS Election of Directors

Upon the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has nominated the 10 director candidates listed below under the section “Director Nominees.” Each nominee is currently a director of the Company. The authorized number of directors is currently set at 12, and the Board currently consists of 12 members. Richard C. Kraemer and Alberto Ibargüen have reached the mandatory retirement age under the Company’s Corporate Governance Guidelines and as such will not stand for re-election at the Annual Meeting. The Board has approved reducing the authorized number of directors to 10 effective as of the Annual Meeting. If elected as a director at the Annual Meeting, each of the nominees will serve a one-year term expiring at the 2020 annual meeting of stockholders and until his or her successor has been duly elected and qualified. Each of the nominees has consented to serve as a director, if elected.

The Board of Directors unanimously recommends that the stockholders vote “FOR” the proposal to elect the directors of the Company listed below under the section “Director Nominees” for a one-year term expiring at the 2020 annual meeting of stockholders and until his or her successors have been duly elected and qualified.

6

2019 Proxy Statement |

Director Nominees Information regarding our director nominees, including their qualifications and principal occupations, as well as the key experience and qualifications that led the Board to conclude each nominee should serve as a director, is provided below. The categories of key skills are:

Senior Leadership

Airline/Travel/Transportation

Financial/Accounting

Investment

International/Global

Legal/Regulatory

Marketing/Consumer Products

Media/Communications

Real estate/Facilities

Board

There are no family relationships among the directors and our executive officers.

Jim Albaugh Select Business Experience: • Senior Advisor to Industrial Development Funding, a global asset management firm (2018-Present) • Senior Advisor to Perella Weinberg Partners, a global advisory and asset management firm (2016-2018) • Senior Advisor to The Blackstone Group L.P., a private equity and financial services firm (2012-2016) • President and Chief Executive Officer of The Boeing Company’s (“Boeing”) Commercial Airplanes business unit (2009-2012) • President and Chief Executive Officer of Boeing’s Integrated Defense Systems business (2002-2009) • Joined Boeing in 1975 and held various other executive positions prior to 2002, including President and Chief Executive of Space and Communications and President of Space Transportation and former member of Boeing’s Executive Council for over ten years. Current Public Company Directorships • Goldman Sachs Acquisition Holdings, a special purpose acquisition company (2018-Present) • Arconic Inc., a specialty metals company servicing the aerospace, auto and building sectors (2017-Present) • Harris Corporation, a technology company, defense contractor and information technology services provider (2016-Present) Past Public Company Directorships • B/E Aerospace, Inc. (2014-April 2017) • TRW Automotive Holdings Corp. (2006-2015) Other Leadership Experience and Service: Member of the boards of directors of the following private entities: Aloft Aeroarchitects (formerly PATS Aerospace), and Belcan Corporation; Chairman of the National Aeronautic Association; past President of the American Institute of Aeronautics and Astronautics; past Chairman of the Aerospace Industries Association; elected member of the International Academy of Aeronautics; elected member of the National Academy of Engineering; and member of the board of trustees of Willamette University and the

Independent Director Since: 2013 Committees: Compensation; Corporate Governance and Nominating Key Skills:

Columbia University School of Engineering. Key Experience/Director Qualifications:

Executive leadership experience in the airplane and airline industry, including experience in the investment industry, and with complex systems, contracts and governmental oversight, as well as accounting and financial literacy and global public company board and corporate governance experience.

7

2019 Proxy Statement |

Jeff Benjamin Select Business Experience: • Senior Advisor to Cyrus Capital Partners, L.P., a registered investment advisor (2008-Present) • Consultant to Apollo Management, L.P. (“Apollo Management”), a private investment fund (2008-2017) Current Public Company Directorships • A-Mark Precious Metals, Inc., a full-service precious metals trading company (2014-Present) Past Public Company Directorships • Chemtura Corporation (2010-2017) • Caesars Entertainment Corp. (2008-2017) • Exco Resources, Inc. (2005-2016) • Spectrum Group International, Inc. (2009-2014) Other Leadership Experience and Service: Member of the boards of directors of the following private entities: ImOn Communications LLC, Higher Learning Technologies Corporation, NRG Media, LLC and Rackspace Hosting Inc. Key Experience/Director Qualifications: Executive leadership experience in the investment industry, accounting and financial literacy, corporate governance and marketing expertise, success as an investor and extensive experience serving on the boards of directors of global public and private companies. John Cahill Select Business Experience: • Vice Chairman of The Kraft Heinz Company (“Kraft Heinz”), a food and beverage company (2015-Present) • Chairman and Chief Executive Officer of Kraft Foods Group, Inc. (“Kraft Foods Group”), until its merger with H.J. Heinz Company (2014-2015) • Non-Executive Chairman of Kraft Foods Group (March 2014-December 2014) • Executive Chairman of Kraft Foods Group (2012-2014) • Executive Chairman, North American Grocery of Kraft Foods, Inc., the former parent of Kraft Foods Group (January 2012-December 2012) Current Public Company Directorships • Kraft Heinz (2015-Present) • Colgate-Palmolive Company, a consumer products company (2005-Present) Past Public Company Directorships • Kraft Foods Group (2012-2015) • Legg Mason, Inc. (2009-2014) • The Pepsi Bottling Group, Inc. (1999-2007) • Frontier Holdings, Inc. (1984-1985) Other Leadership Experience and Service: Former Industrial Partner at Ripplewood Holdings LLC; spent nine years with The Pepsi Bottling Group, Inc., culminating in the position of Chairman and Chief Executive Officer; and worked at PepsiCo, Inc. for nine years in a variety of leadership positions. Key Experience/Director Qualifications: Leadership and operations experience in executive leadership roles at global public companies, as well as airline experience, investment, accounting and financial expertise, experience in consumer products industries and public company board and corporate governance experience.

Independent Director Since: 2013 Committees: Compensation; Finance Key Skills and Experience:

Lead Independent Director Director Since: 2013 Committees: Audit; Corporate Governance and Nominating Key Skills and Experience:

8

2019 Proxy Statement |

Mike Embler Select Business Experience: • Chief Investment Officer of Franklin Mutual Advisers LLC (“Franklin Mutual Advisers”), an asset management company (2005-2009) • Head of Franklin Mutual Advisers’ Distressed Investment Group (2001-2005) Current Public Company Directorships • Taubman Centers, Inc., a shopping mall REIT (2018-Present) • NMI Holdings, Inc., a mortgage insurance provider (2012-Present) Past Public Company Directorships • CIT Group Inc. (2009-2016) • Dynegy Inc. (2011-2012) • AboveNet Inc. (2003-2012) • Kindred Healthcare Inc. (2001-2008) Other Leadership Experience and Service: Worked at Nomura Holding America Inc. for almost a decade in positions of increasing responsibility culminating in the position of Managing Director; and member of the board of trustees of The Mohonk Preserve. Key Experience/Director Qualifications: Experience in finance, asset management and restructurings, capital markets and capital management, experience as a senior executive, perspective as an institutional investor, success as an investor and service as a director of global public and private companies. President and Chief Operating Officer of Hilton Hotels Corporation (“Hilton”), a hotel developer and operator, until its acquisition by a private equity firm (2004-2007) • Executive Vice President and Chief Financial Officer of Hilton (1996-2004) Current Public Company Directorships • American Homes 4 Rent, a real estate investment trust (2012-Present) • Air Lease Corporation, an aircraft leasing company (2010-Present) Past Public Company Directorships • B. Riley Financial, Inc. (2009-2015) • US Airways Group, Inc. (2006-2013) • Kilroy Realty Corporation (1997-2008) • America West Holdings Corporation (2004-2005) Other Leadership Experience and Service: Former Senior Vice President and Treasurer of The Walt Disney Company; former Executive Vice President and Chief Financial Officer of Host Marriott Corp.; and member of the boards of directors of Heal the Bay. Key Experience/Director Qualifications: Financial expertise, risk management experience, extensive experience as a senior operating and finance executive for large global public companies, including companies in the consumer travel industry, investment and mergers and acquisitions experience, service as a public company director and airline experience. Matt Hart Select Business Experience: •

Independent Director Since: 2013

Committees: Audit; Finance Key Skills and Experience:

Independent Director Since: 2013 Committees: Audit Key Skills and Experience:

9

2019 Proxy Statement |

Sue Kronick Select Business Experience: • Operating Partner at Marvin Traub Associates, a New York based retail consulting firm (2012-Present) • Vice Chairman of Macy’s, Inc. (“Macy’s”), a department store (2003-2010) • Group President, Regional Department Stores of Macy’s (2001-2003) • Chairman and Chief Executive Officer of Burdines/Macy’s Florida (1997-2001) Current Public Company Directorships • Hyatt Hotels Corporation, a hospitality company (2009-Present) Past Public Company Directorships • The Pepsi Bottling Group, Inc. (1999-2010) Other Leadership Experience and Service: Member of the board of directors of the John S. and James L. Knight Foundation and the Miami City Ballet. Key Experience/Director Qualifications: Financial, marketing and operational expertise, as well as experience serving as a global public company director and building industry leading brands as a result of the various executive management positions held with Macy’s. Marty Nesbitt Select Business Experience: • Co-Chief Executive Officer of The Vistria Group, LLC, a private-equity investment firm (2013-Present) • President and Chief Executive Officer of PRG Parking Management (known as The Parking Spot), an owner and operator of off-airport parking facilities (1996-2012) Current Public Company Directorships • Center Point Energy Corp, a public utility company (2018-Present) • Norfolk Southern Corporation, a public rail transportation company (2013- Present) • Jones Lang LaSalle Incorporated, a public commercial real estate company (2011-Present) Past Public Company Directorships • Pebblebrook Hotel Trust (2009-2010) Other Leadership Experience and Service: Member of the board of directors of PRG Parking Management (known as The Parking Spot); former officer of the Pritzker Realty Group, L.P.; former Vice President and Investment Manager at LaSalle Partners, one of the predecessor corporations of Jones Lang LaSalle Incorporated; Trustee of Chicago’s Museum of Contemporary Art; and Chairman of the Barack Obama Foundation. Key Experience/Director Qualifications: Executive leadership, operational, financial and investment experience, as well as global public company board experience.

Independent Director Since: 2015 Committees: Corporate Governance and Nominating; Finance Key Skills and Experience:

Independent Director Since: 2015

Committees: Audit; Finance Key Skills and Experience:

10

2019 Proxy Statement |